To: Jeffrey EpsteinUeevacation@gmail.com]
From: David Mitchell
Sent Tue 1/7/2014 8:16:24 PM
Subject: <no subject>
Dear Jeffery
Happy New Year again,
I will see you on Friday morning
I just tried you but told me someone just arrived for a meeting
In briefI wanted to update you on the fundraising in Adfin
1. We completed a $2 million convertible placement with Cantor Ventures at the end of
the year,
2. The Company needed the cash sooner than was planned
3. Cantor is doing another $4 million in April targeting a $16-18 million valuation( 100-
120% higher than what we paid)
4. Separate from Cantor effort I am also trying to raise money at higher than $18 million
valuation (Cantor can match this as they have ROFR)
The terms of the $2 million in very high level bullet point are;
• Convertible in to AdFin stock at the lower of 50% higher than we invested at or the
valuation of the B round (sec above)
• If and when they convert they get a board seat (we will have to increase board to 7
people as we have 5 now )
• Carries an 8% coupon
• Note due in one year
• All shares that they receive have no other special terms
•I have an agreement with Jonathan Leitersdorf ,which I am in the processing now, that he will
always vote with us in the event that Cantor converted.Currently we have an agreement which is
in effect that either two of the three of us (JEE,JL or DJM) could block certain actions of the
Company
Darren Indyk and I spent some time with the Company counsel going over the details of the
transaction
Will give you more color on Friday,
David
PLEASE NOTE NEW ADDRESS:
EFTA_R1_00402462
EFTA01942504
DAVID MITCHELL
Mitchell Holdings LLC
801 MADISON AVENUE
New York NY 10065
USA
EFTA_R1_00402463
EFTA01942505